EXHIBIT 10.3
THE OPTIONS GRANTED PURSUANT HERETO AND THE UNDERLYING SHARES OF COMMON STOCK
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT AND SUCH
STATE SECURITIES LAWS.
VOID AFTER 5:00 P.M. ON AUGUST 12, 2001
THE LANGER BIOMECHANICS GROUP, INC.
Date of Original Issuance: February 13, 2001 Register No.: 3
THIS IS TO CERTIFY THAT, for value received, Jonathan Foster
("FOSTER"), his successors or assigns (each, a "HOLDER"), has been granted
49,180 options (each a "Langer Option"), each Langer Option entitling the
owner thereof to purchase from the LANGER BIOMECHANICS GROUP, INC., a New
York corporation (the "COMPANY"), at any time on or after the date hereof
(the "COMMENCEMENT DATE") and on or prior to 5:00 p.m., New York City time,
on August 12, 2001 (the "EXPIRATION TIME"), one duly authorized, validly
issued, fully paid and nonassessable share of the common stock, par value
$.02 per share (the "Common Stock"), of the Company, as adjusted from time to
time in accordance with the terms and provisions of this Option Agreement
(each, an "OPTION SHARE"), all subject to the terms and conditions contained
herein. Subject to adjustment as provided below, the exercise price per share
(the "Exercise Price") shall be as follows:
DATE OF EXERCISE EXERCISE PRICE
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On or prior to May 14, 2001 $1.525
After May 14, 2001, and on or prior to $1.550
June 13, 2001
After June 13, 2001, and on or prior to $1.575
July 13 , 2001
After July, 2001 and on or prior to the $1.60
Expiration Time
The number of Option Shares and the Exercise Price per share set forth above
are subject to adjustment as provided herein. Unless otherwise expressly set
forth herein, all capitalized
terms used but not otherwise defined herein shall have respective meanings
attributed thereto in Section 13.
The Langer Options shall not be evidenced by any instrument or
agreement apart from this Option Agreement (the "OPTION AGREEMENT").
1. Exercise of Langer Options.
1.1 The Langer Options may be exercised, in whole or in part, but
not as to less than 10,000 Langer Options or, if less, the number of Langer
Options evidenced hereby, on or after the Commencement Date and prior to the
Expiration Time by surrendering this Option Agreement, with the exercise form
provided for herein duly executed by the Holder or by the Holder's duly
authorized attorney-in-fact, at the principal office of the Company,
presently located at 450 Commack Road, Deer Park, New York 11729, or at such
other office or agency in the United States as the Company may designate by
notice to the Holder (in either event, the "COMPANY OFFICES"), accompanied by
payment in full, either in the form of cash, wire transfer, bank cashier's
check or certified check payable to the order of the Company, of the Exercise
Price payable in respect of the Langer Options being exercised. If fewer than
all of the Langer Options are exercised, the Company shall, upon each
exercise prior to the Expiration Time, execute and deliver to the Holder a
new Option Agreement (dated as of the date hereof) and otherwise identical
hereto evidencing the balance of the Langer Options that remain exercisable.
1.2 On the date of exercise of the Langer Options, the Holder shall
be deemed to have become the holder of record for all purposes of the Option
Shares to which the exercise relates.
1.3 As soon as practicable, but not in excess of five (5) days,
after the exercise of all or part of the Langer Options, the Company, at its
expense (including the payment by it of any applicable issue taxes), will
cause to be issued in the name of and delivered to the Holder a certificate
or certificates evidencing the number of duly authorized, validly issued,
fully paid and nonassessable Option Shares to which the Holder shall be
entitled upon such exercise, provided that the Company shall not be required
to pay any taxes payable as a result of the issuance of any certificate or
certificates in a name other than that of the Holder, in which case the
Company shall not be required to issue or deliver such certificate(s) unless
or until the person or persons requesting issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.
1.4 Each certificate representing Option Shares obtained upon
exercise of a Langer Option shall bear a legend as follows unless such Option
Shares have been registered under the Act and the issuance complies with any
applicable state securities laws:
"The securities represented by this certificate have been
acquired for investment and have not been registered under the
Securities Act of 1933, as amended (the "ACT"). The
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securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives
an opinion of counsel, reasonably satisfactory to the
Company, that such registration is not required and that
the sale, assignment, pledge, hypothecation or transfer is
in compliance with applicable state securities laws."
2. Issuance of Common Stock; Reservation of Shares.
2.1 The Company covenants and agrees that it will at all times
reserve and keep available, free and clear from preemptive rights, out of its
authorized but unissued Common Stock, solely for the purpose of issuance upon
the exercise of Langer Options as provided herein, such number of shares of
Option Shares as shall then be issuable upon the exercise of all Langer
Options then outstanding.
2.2 The Company covenants and agrees that all Option Shares that may
be issued upon the exercise of all or part of the Langer Options will, upon
issuance in accordance with the terms hereof, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof.
2.3 The Company further covenants and agrees that if any shares of
Common Stock reserved for the purpose of the issuance of Option Shares upon
exercise of the Langer Options require registration with, or approval of, any
governmental authority under any federal or state law before such shares may
be validly issued or delivered upon exercise, then the Company will promptly
use its best efforts to effect such registration or obtain such approval, as
the case may be.
3. Adjustments of Exercise Price and Number and Character of Shares
Issuable Upon Exercise.
3.1 Upon each adjustment of the Exercise Price as a result of the
calculations made in this Section, this Option Agreement shall thereafter
evidence the right to receive, at the adjusted Exercise Price, that number of
Option Shares (calculated to the nearest one-hundredth) obtained by dividing
(i) the product of the aggregate number of Option Shares covered by this
Option Agreement immediately prior to such adjustment and the Exercise Price
in effect immediately prior to such adjustment of the Exercise Price by (ii)
the Exercise Price in effect immediately after such adjustment of the
Exercise Price.
3.2 The Exercise Price will be adjusted from time to time as
provided herein.
3.2.1 EXTRAORDINARY DIVIDENDS AND DISTRIBUTIONS. In case
the Company at any time or from time to time after the date hereof shall
declare, order, pay or make a dividend or other distribution (including,
without limitation, any distribution of other or
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additional stock or other securities or property or options by way of
dividend or spin-off, reclassification, recapitalization or similar corporate
rearrangement) on the Common Stock other than (a) a dividend payable in
additional shares of Common Stock or (b) a regularly scheduled cash dividend
payable out of consolidated earnings or earned surplus, determined in
accordance with generally accepted accounting principles, then, in each such
case, subject to Section 3.3, the Exercise Price in effect immediately prior
to the close of business on the record date fixed for the determination of
holders of any class of securities entitled to receive such dividend or
distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Exercise Price by a
fraction
(1) the numerator of which shall be the Current
Market Price in effect on such record date or, if the Common Stock
trades on an ex-dividend basis, on the date prior to the commencement
of ex-dividend trading, less the amount of such dividend or
distribution (as determined in good faith by the Board of Directors of
the Company) applicable to one share of Common Stock, and
(2) the denominator of which shall be such Current
Market Price.
3.2.2 TREATMENT OF STOCK DIVIDENDS, STOCK SPLITS, ETC. In
case the Company at any time or from time to time after the date hereof shall
declare or pay any dividend on the Common Stock payable in Common Stock, or
shall effect a subdivision of the outstanding shares of Common Stock into a
greater number of shares of Common Stock (by reclassification or otherwise
than by payment of a dividend in Common Stock), then, and in each such case,
the Exercise Price in effect immediately prior to the payment of such
dividend or the consummation of such subdivision shall concurrently with the
effectiveness of such dividend or subdivision be proportionately decreased.
3.2.3 ADJUSTMENTS FOR COMBINATIONS, ETC. In case the
outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common
Stock, the Exercise Price in effect immediately prior to such combination or
consolidation shall, concurrently with the effectiveness of such combination
or consolidation, be proportionately increased.
3.3 DE MINIMIS ADJUSTMENTS. If the amount of any adjustment of the
Exercise Price per share required pursuant to this Section 3 would be less
than $.02, such amount shall be carried forward and adjustment with respect
thereto made at the time of and together with any subsequent adjustment
which, together with such amount and any other amount or amounts so carried
forward, shall aggregate a change in the Exercise Price of at least $.02 per
share. All calculations under this Option Agreement shall be made to the
nearest .001 of a cent or to the nearest one-hundredth of a share, as the
case may be.
3.4 ABANDONED DIVIDEND OR DISTRIBUTION. If the Company shall take a
record of the holders of its Common Stock for the purpose of entitling them
to receive a dividend or other distribution (which results in an adjustment
to the Exercise Price under the terms of this Option Agreement) and shall,
thereafter, and before such dividend or distribution is paid or delivered to
shareholders entitled thereto, legally abandon its plan to pay or deliver
such
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dividend or distribution, then any adjustment made to the Exercise Price and
number of shares of Common Stock purchasable upon exercise of the Langer
Options by reason of the taking of such record shall be reversed, and any
subsequent adjustments, based thereon, shall be recomputed.
3.5 ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SHARES.
Notwithstanding any adjustment in the Exercise Price or in the number or kind
of shares of Common Stock purchasable upon exercise of the Langer Options,
any Option Agreement theretofore or thereafter executed and delivered may
continue to express the same number and kind of shares of Common Stock as are
stated in this Option Agreement, as initially issued.
3.6 FRACTIONAL SHARES. Notwithstanding any adjustment pursuant to
Section 3 in the number of shares of Common Stock covered by this Option
Agreement or any other provision of this Option Agreement, the Company shall
not be required to issue fractions of shares upon exercise of Langer Options
or to distribute certificates which evidence fractional shares. In lieu of
fractional shares, the Company shall make payment to the Holder, at the time
of exercise of Langer Options as herein provided, in an amount in cash equal
to such fraction multiplied by the Current Market Price of a share of Common
Stock on the date of exercise of Langer Options.
4. Consolidation, Merger, etc.
4.1 ADJUSTMENTS FOR CONSOLIDATION, MERGER, SALE OF ASSETS,
REORGANIZATION, ETC. In case the Company after the date hereof (a) shall
consolidate with or merge into any other Person and shall not be the
continuing or surviving corporation of such consolidation or merger, or (b)
shall permit any other Person to consolidate with or merge into the Company
and the Company shall be the continuing or surviving Person but, in
connection with such consolidation or merger, the Common Stock or Other
Securities shall be changed into or exchanged for stock or other securities
of any other Person or cash or any other property, or (c) shall transfer all
or substantially all of its properties or assets to any other Person, or (d)
shall effect a capital reorganization or reclassification of the Common Stock
or Other Securities (other than a capital reorganization or reclassification
resulting in the issue of additional shares of Common Stock for which
adjustment in the Exercise Price is provided in Section 3.2.1), then, and in
the case of each such transaction, proper provision shall be made so that,
upon the basis and the terms and in the manner provided in this Option
Agreement, the Holder of this Option Agreement, upon the exercise of a Langer
Option at any time after the consummation of such transaction, shall be
entitled to receive the kind and amount of shares of stock and other
securities and property receivable upon such consolidation, merger, transfer
or recapitalization, by a holder of the number of securities of the Company
for which a Langer Option might have been exercised immediately prior to such
consolidation, merger, transfer or recapitalization. This provision shall
similarly apply to successive consolidations, mergers or recapitalizations.
4.2 ASSUMPTION OF OBLIGATIONS. Notwithstanding anything contained in
this Option Agreement to the contrary, the Company shall not effect any of
the transactions described in clauses (a) through (d) of Section 4.1 unless,
prior to the consummation thereof,
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each Person (other than the Company) which may be required to deliver any
stock, securities, cash or property upon the exercise of Langer Options as
provided herein shall assume, by written instrument delivered to, and
reasonably satisfactory to, the Holder of this Option Agreement, (a) the
obligations of the Company under this Option Agreement (and if the Company
shall survive the consummation of such transaction, such assumption shall be
in addition to, and shall not release the Company from, any continuing
obligations of the Company under this Option Agreement) and (b) the
obligation to deliver to the Holder such shares of stock, securities, cash or
property as, in accordance with the foregoing provisions of this Section 4,
the Holder may be entitled to receive.
5. No Dilution or Impairment.
The Company shall not, by amendment of its certificate of
incorporation or through any consolidation, merger, reorganization, transfer
of assets, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms of this Option Agreement, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the Holder
against dilution or other impairment. Without limiting the generality of the
foregoing, the Company (a) shall not permit the par value of any shares of
stock receivable upon the exercise of Option Agreement to exceed the amount
payable therefor upon such exercise, (b) shall take all such action as may be
necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of stock, free from all taxes,
liens, security interests, encumbrances, preemptive rights and charges on the
exercise of the Langer Options from time to time outstanding and (c) shall
not take any action which results in any adjustment of the Exercise Price if
the total number of shares of Common Stock (or Other Securities) issuable
after the action upon the exercise of all of the Langer Options would exceed
the total number of shares of Common Stock (or Other Securities) then
authorized by the Company's certificate of incorporation and available for
the purpose of issue upon such exercise.
6. Registration Rights.
Reference is hereby made to that certain Registration Rights
Agreement pertaining to the Option Shares dated as of the Commencement Date
(the "REGISTRATION RIGHTS AGREEMENT") between the Company and Holder. Holder
may assign its rights and benefits in, to and under the Registration Rights
Agreement to any Holder in accordance with the terms of such agreement.
7. Replacement of Securities.
Upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Option Agreement and
of reasonably satisfactory indemnification, the Company shall promptly
execute and deliver to the Holder a new Option Agreement of like tenor and
date. Any such new Option Agreement executed and delivered
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as a result of such loss, theft, mutilation or destruction shall constitute
an additional contractual obligation on the part of the Company.
8. Registration.
This Option Agreement, as well as all other Option Agreements issued
pursuant hereto shall be numbered and shall be registered in a register (the
"OPTION REGISTER") maintained at the Company Offices as they are issued. The
Option Register shall list the name, address and Social Security or other
Federal Identification Number, if any, of all Holders. The Company shall be
entitled to treat the Holder as set forth in the Option Register as the owner
in fact of the Langer Options as set forth therein for all purposes and shall
not be bound to recognize any equitable or other claim to or interest in such
Langer Options on the part of any other person, and shall not be liable for
any registration of transfer of Langer Options that are registered or to be
registered in the name of a fiduciary or the nominee of a fiduciary unless
made with the actual knowledge that a fiduciary or nominee is committing a
breach of trust in requesting such registration of transfer, or with such
knowledge of such facts that its participation therein amounts to bad faith.
9. Transfer.
9.1 PERMISSIBLE TRANSFEREES. This Option Agreement and the right to
purchase Langer Options evidenced hereby may be transferred, sold, assigned
or hypothecated in whole or in part, at any time, or from time to time,
provided that the Company shall not be required to issue Option Agreements as
a result of any transfer granting the Holder the right to purchase less than
10,000 Option Shares. Any such transfer shall be effected by executing the
form of assignment at the end hereof, and (ii) surrendering this Option
Agreement for cancellation to the Company; whereupon the Company shall issue,
in the name or names specified by Holder a new Option Agreement or Option
Agreements of like tenor and representing in the aggregate rights to purchase
the same number of shares of Common Stock as are purchasable hereunder.
9.2 TRANSFER OF OPTION. The registered Holder of this Option
Agreement, by its acceptance hereof, agrees that it will not sell, assign,
pledge, hypothecate or otherwise transfer this Option Agreement or the Langer
Options evidenced hereby except (i) pursuant to an effective registration
under the Act and in compliance with applicable state securities laws, (ii)
if the Company receives an opinion of counsel, reasonably satisfactory to the
Company, that such registration is not required and that the sale,
assignment, pledge, hypothecation or transfer is in compliance with
applicable state securities laws; or (iii) to family members of the Holder or
trusts established for the benefit of family members of the Holder.
10. Exchange.
This Option Agreement may be exchanged for another Option Agreement
or Option Agreements entitling the Holder thereof to purchase a like
aggregate number of Option Shares as the Langer Options evidenced hereby,
provided the Company shall not be required
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to issue as a result of any request for exchange an Option Agreement granting
the Holder the right to purchase less than 10,000 Option Shares. A Holder
desiring to exchange this Option Agreement shall make such request in writing
delivered to the Company, and shall surrender this Option Agreement
therewith. Thereupon, the Company shall execute and deliver to the person
entitled thereto a new Option Agreement or Option Agreements, as the case may
be, as so requested.
11. Notices.
11.1 In the event of:
(1) any taking by the Company of a record of the
holders of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend (other than a
regularly scheduled cash dividend payable out of consolidated earnings
or earned surplus, determined in accordance with generally accepted
accounting principles, in an amount not exceeding the amount of the
immediately preceding cash dividend for such period) or other
distribution, or any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities or
property, or to receive any other right, or
(2) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the
Company, any consolidation or merger involving the Company and any
other Person, any transaction or series of transactions in which more
than 50% of the voting securities of the Company are transferred to
another Person, or any transfer, sale or other disposition of all or
substantially all the assets of the Company to any other Person, or
(3) any voluntary or involuntary dissolution,
liquidation or winding-up of the Company, then, in either case, the
Company shall mail to each Holder a notice specifying (i) the date or
expected date on which any such record is to be taken for the purpose
of such dividend, distribution or right, and the amount and character
of such dividend, distribution or right, and (ii) the date or expected
date on which any such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, sale, disposition,
dissolution, liquidation or winding-up is to take place and the time,
if any such time is to be fixed, as of which the holders of record of
Common Stock (or Other Securities) shall be entitled to exchange their
shares of Common Stock (or Other Securities) for the securities or
other property deliverable upon such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be mailed at least 15 days
prior to the date therein specified.
11.2 In each case of any adjustment or readjustment in the shares of
Common Stock (or Other Securities) issuable upon the exercise of the Langer
Options, the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms of this Agreement and prepare a
certificate, signed by the Chairman of the Board,
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President or one of the Vice Presidents of the Company, and by the Chief
Financial Officer, the Treasurer or one of the Assistant Treasurers of the
Company, setting forth such adjustment or readjustment and showing in
reasonable detail the method of calculation thereof and the facts upon which
such adjustment or readjustment is based, including a statement of the number
of shares of Common Stock outstanding or deemed to be outstanding, and the
Exercise Price in effect immediately prior to such issue or sale and as
adjusted and readjusted (if required by Section 3) on account thereof. The
Company shall forthwith mail a copy of each such certificate to each holder
of a Langer Option and shall, upon the written request at any time of any
holder of a Langer Option, furnish to such holder a like certificate setting
forth the Exercise Price at the time in effect and showing in reasonable
detail how it was calculated. The Company shall also keep copies of all such
certificates at its principal office and shall cause the same to be available
for inspection at such office during normal business hours by any holder of a
Langer Option or any prospective purchaser of a Langer Option designated by
the holder thereof.
11.3 All notices and other communications hereunder shall be in
writing and shall be deemed given when delivered in person, against written
receipt therefor, or two days after being sent, by registered or certified
mail, postage prepaid, return receipt requested, and, if to the Holder, at
such address as is shown on the Option Register or as may otherwise may have
been furnished to the Company in writing in accordance with this Section by
the Holder and, if to the Company, at the Company Offices or such other
address as the Company shall give notice thereof to the Holder in accordance
with this Section.
12. Definitions.
As used herein, unless the context otherwise requires, the following
terms shall have the meanings indicated:
"CURRENT MARKET PRICE" shall mean, on any date specified herein, the
average of the daily Market Price during the 10 consecutive trading days
commencing 15 trading days before such date, except that, if on any such date
the shares of Common Stock are not listed or admitted for trading on any
national securities exchange or quoted in the over-the-counter market, the
Current Market Price shall be the Market Price on such date.
"MARKET PRICE" shall mean, on any date specified herein, the amount
per share of the Common Stock, equal to (a) the last reported sale price of
such Common Stock, regular way, on such date or, in case no such sale takes
place on such date, the average of the closing bid and asked prices thereof
regular way on such date, in either case as officially reported on the
principal national securities exchange on which such Common Stock is then
listed or admitted for trading, or (b) if such Common Stock is not then
listed or admitted for trading on any national securities exchange but is
designated as a national market system security by the NASD, the last
reported trading price of the Common Stock on such date, or (c) if there
shall have been no trading on such date or if the Common Stock is not so
designated, the average of the closing bid and asked prices of the Common
Stock on such date as shown by the NASD automated quotation system, or (d) if
such Common Stock is not then listed
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or admitted for trading on any national exchange or quoted in the
over-the-counter market, the fair value thereof (as of a date which is within
20 days of the date as of which the determination is to be made) determined
in good faith by the Board of Directors of the Company.
"OTHER SECURITIES" shall mean any stock (other than Common Stock)
and other securities of the Company or any other Person (corporate or
otherwise) which the holders of the Options at any time shall be entitled to
receive, or shall have received, upon the exercise of the Options, in lieu of
or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or
Other Securities pursuant to Section 4 or otherwise.
"PERSON" shall mean any individual, firm, corporation, partnership,
trust, joint venture, association, joint stock company, limited liability
company, unincorporated organization or any other entity or organization,
including a government or agency or subdivision thereof, and shall include
any successor (by merger or otherwise) of such entity.
13. Miscellaneous.
13.1 AMENDMENTS. Any amendment or modification of the this Option
Agreement shall require the written consent signed by the party against whom
enforcement of the modification or amendment is sought.
13.2 HEADINGS. The headings contained herein are for the sole
purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this
Option Agreement.
13.3 Entire Agreement. This Option Agreement (together with the
other agreements and documents being delivered pursuant to or in connection
with this Option Agreement) constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof, and supersedes all prior
agreements and understandings of the parties, oral and written, with respect
to the subject matter hereof.
13.4 Binding Effect. This Option Agreement shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representatives and
assigns, and no other person shall have or be construed to have any legal or
equitable right, remedy or claim under or in respect of or by virtue of this
Option Agreement or any provisions herein contained.
13.5 Governing Law; Jurisdiction. This Option Agreement shall be
governed by and construed and enforced in accordance with the laws of the
State of New York, without giving effect to conflict of laws principles
thereof or the actual domiciles of the parties. The Company and the Holder
hereby agree that any action, proceeding or claim against either of them
arising out of, or relating in any way to the this Option Agreement shall be
brought and enforced in any of the state or federal courts located in the
State of New York and irrevocably submits to such jurisdiction.
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13.6 WAIVER, ETC. The failure of the Company or the Holder to at any
time enforce any of the provisions of the this Option Agreement shall not be
deemed or construed to be a waiver of any such provision, nor to in any way
affect the validity of this Option Agreement or the Langer Options or any
provision hereof or the right of the Company or any Holder to thereafter
enforce each and every provision of the this Option Agreement or the Langer
Options. No waiver of any breach, non-compliance or non-fulfillment of any of
the provisions of this Option Agreement shall be effective unless set forth
in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver
of any other or subsequent breach, non-compliance or non-fulfillment.
13.7 Interpretation. Any word or term used in this Option Agreement
in any form shall be masculine, feminine, neuter, singular or plural, as
proper reading requires. The words "herein", "hereof", "hereby" or "hereto"
shall refer to this Option Agreement unless otherwise expressly provided. Any
reference herein to a Section shall be a reference to a Section of this
Option Agreement unless the context otherwise requires.
Dated: February 13, 2001
THE LANGER BIOMECHANICS GROUP, INC.
By: /s/ Daniel J. Gorney
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Name: Daniel J. Gorney
Title: President and CEO
ATTEST:
/s/ Thomas G. Archbold
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Name: Thomas G. Archbold
Title: VP - Finance
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EXERCISE NOTICE
Dated:_______________, ____
TO: THE LANGER BIOMECHANICS GROUP, INC.
The undersigned hereby irrevocably elects to exercise the
Langer Options to purchase ____ shares of Common Stock, par value $.02 per
share ("Common Stock"), of The Langer Biomechanics Group, Inc. and hereby
makes payment of $________ therefor. The undersigned hereby requests that
certificates for shares issuable pursuant to this exercise be issued and
delivered as follows:
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:
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Please type or print in block letters)
Taxpayer
Identification
Number:
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Address:
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Signature:
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(Signature must conform in all respects to the name of
the Holder as set forth on the face of the Options.)
ASSIGNMENT FORM
FOR VALUE RECEIVED,
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(Please type or print in block letters)
hereby sells, assigns and transfers unto:
Name:
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(Please type or print in block letters)
Taxpayer
Identification
Number:
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Address:
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the right to purchase _____ shares of common stock, par value $.02 per share,
of the Langer Biomechanics Group, Inc. (the "Company") pursuant to the Option
Agreement dated January , 2001, between the undersigned and the Company and
does hereby irrevocably constitute and appoint ___________________________
Attorney-in-Fact, to transfer the same on the books of the Company with full
power of substitution in the premises.
Dated:
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Signature:
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(Signature must conform in all respects to the name
of the Holder as set forth on the face of the
Optionss.)